Runaways: Inner Demons
by The Coyote King
Summary: During a routine,bad guy butt kickin' night, the Runaways encounter a mysterious boy, with even stranger powers! However, even they can't predict the trouble he might cause... or the evil he may bring with him!
1. Prologue

Disclaimer: I do not own any of the characters here except Devon Cairo. For you comic book buffs, this story takes place after Karolina left, and before the Escape to New York story arc. Other than that, enjoy. Runaways: Inner Demons: 

Prologue:

New York City:

The block lay in ruins. The battle had been fierce and heavily armored cops hauled the insane being known as Carnage was hauled away. Unbeknownst to the cops a small piece of the Carnage symbiote lay on the smashed pavement. It began to rise and crawl towards the helicopter where Carnage was now being secured. But before it could reach it a man stepped out into the street and closed a vial over it. It was trapped.

The man looked into the vial and smiled

The man worked for a company known only as Fisk Industries. Wilson Fisk, the Kingpin of crime had hired these scientists to create another symbiote in order for them to sell on the black market. The scientist took that small sample and pumped it full of mutant growth hormone to nurture it into a powerful independent symbiote.

However they came upon a problem.

With all the mutant growth hormone they pumped into the symbiote, their data showed that it could not sustain itself for much longer without a constant infusion of human DNA. They tried to inject it into themselves, but were immediately rejected by the fledgling symbiote. For this to work, they needed someone younger.

They're guinea pig came in the form of a young black girl, Tonika Cairo. She was on the run and in need of cash. They injected the symbiote into her and it fused with her own DNA to create a child, half human/half symbiote

They called it The Immaculate Conception. As Tonika bore the child the scientists watched with anticipation. Unfortunately, they were discovered. A costumed hero named Daredevil got word of their activities and hunted them down. They only managed to wipe their data before their entire facility was destroyed.

As for the child…

Without Fisk Industries funding her, Tonika could no longer afford to care for him. Her child was born Devon Alexander Cairo. He was completely healthy baby and it broke her heart to give him up for adoption. He went off into to the world unaware of the incredible power, and evil that lay within his body. The last time she saw her child she wished that Devon would have a normal life despite his unusual birth.

Of course it was because of his unusual birth, that a normal life wasn't going to be possible….


	2. Part 1 : Hide

Part 1: Hide Los,Angeles Califonia 

Downtown

7:30pm

AAAA! Screams rang out as people fled in terror in the wake of the terrible force approaching.

The man himself was a very large, fat man. His soup bowl haircut, and smiling pudgy face may have almost been comical except for the cold, malignant evil that radiated from it. He bobbed slightly as his for sinuous adamantium tentacles carried him through the panicked streets, occasionally tossing cars aside from his path.

The man known as Doctor Octopus couldn't say that he was not enjoying the terror around him. For years he, Otto Octavius had been thwarted by that incessant do-gooder Spider-man. That a man of his intellect could be defeated by a mere insect…well that infuriated him to no end. However when he heard of the downfall of the ominous Pride that had dominated Los Angles for years past, he saw where his opportunity lay.

With Spider-man occupied with a massive prison breakout of super-powered beings (in which Octavius had a small hand in) he could take this city unopposed and make it the foothold of his new world order. By the time the arachnid hero realized what had happened it would be to late to stop him.

Little did Octavius know that as he strode through the city like the conqueror he saw himself as, he was being watched.

" Is any body else beginning losing track of how many losers show up here on a daily basis, or is just me?" muttered Chase Stein counting on his fingers " 'Cause this has to be at least the twelfth this week"

" He looks like a clown!" Molly Hayes said leaning over the edge of the building" ya know 'cept all army and …evil."

"Actually Molly, this guys pretty major league, that's Otto Octavius, aka Doctor Octopus. He was one of America's top scientists before he went _loco. _ See those tentacles, those are made out of pure adaman…" Victor Mancha suddenly realized that everybody was staring at him "…tium, hey I read okay?" he said defensively

"Now that Mr. Robot's learning hour is over," said Chase rolling his eyes

" Shut up Chase, you can't even spell adamantium!"

" Yeah well spell this.."

" Boys…" Gertrude Yorkes crisp voice cut through the yelling as she stroked Old Lace

" If we're done with the cockfight, lets focus on the guy _destroying_ things. Nico, what's the plan? Nico?"

Their leader Nico Minoru sat on the ledge with the Staff of One clutched in her hand, staring off into space. She had been like this ever since their friend and resident alien Karolina Dean had left for her home world, some 4 weeks back. Old Lace gently nudged her and she snapped back to reality.

"Uh… yeah." Nico said snapping back " Victor, Gert, and Molly, lets head down there, Chase start up the 'Frog in case this guys as big time as Vic says he is."

" Roger that" Chase said giving Gert a quick pre-battle kiss before heading back to the their ride " Leapfrog let's get it in gear"

As you wish, Master the ship said and began the startup sequence.

Amidst the fleeing crowd one remained leaning casually against the wall of a building. He was about 6'4 with coffee colored skin, and close-cropped hair. He wore jeans, a red t-shirt, and a black bomber jacket, and all together looked like a carefree high-school senior playing hooky. Until, that is you looked into his eyes, black as coal and radiating of a power that was belied by his appearance. He stood and watched as Dr. Octopus smashed his metal tentacles into the windows of the Third Bank of California.

"Hey, Doctor!" Nico tried to shout over the ringing bank alarms. Doctor Octopus paid her no mind. " Hey…ugh never mind, Molly get his attention will you?"

Molly eyes flared pink as she casually hefted up half of a destroyed car and threw it at the seemingly unsuspecting doctor. As the car careened toward him one of the tentacles slid away from bank safe and clenched onto the car.

" Who dares…" Octavius said as he turned around " aah! If memory serves you are The Prides children are you not? Do not interfere and there may be a place for you in my dominion, but meddle and I will be forced to take severe measures!"

Gertrude smirked and said " Girl, kindly give the man our answer"

Old Lace rushed towards the doctor, fangs bared and aiming for the soft vulnerable man behind the hard metal tentacles. However, Octavius was prepared and one of his tentacles tripped up the dinosaur and another now held it in his grasp.

" Amazing, a living, breathing Deinychous. I must say I enjoy your speed and deadliness however, I will not tolerate attack!" The tentacles began to close around Old Lace's throat.

"Gagth!" Gert said as she began to feel her own throat close up.

A halo of crackling blue energy swirled around the tentacle as Victor tried to force the claw to release Old Lace, but to know avail.

Foolish boy!" Octavius crowed, " these are no mere machines, they are controlled by my will and my will alone!" The claw clenched tighter on the dinosaur as Gert dropped to the floor. Nico reacted quickly, pointing the Staff of One at Old Lace and yelling

"Slip'N Slide!"

Octavius was shocked when the dinosaur slid from his grasp as if it was greased with butter, when he tried to reach for it again it slid straight through. Molly moved to strike as she punched one of the nearest arms. Doctor Octopus sneered, as it appeared to have no effect. Till he pulled that arm away and saw that the child had actually _dented_ one of his arms.

Octavius was beginning to realize that maybe this fight was not so much in his favor as he imagined. He needed an escape route. Then he spotted the boy leaning on the building watching the spectacle, probably hypnotized by the battle. He willed one of his free tentacles to a nearby car.

" What kind of hero's are you, that you let an innocent bystander fall by your carelessness?"

Octavius threw the car and the Runaways paused and stared at the car arcing over their heads and to the relaxed boy nearby.

The boy watched as the car came closer towards him, his eyes glazed over and became pure black, not a speck of white at all. He crouched down and waited. As their car neared its destination he took a breath and leaped…

The Runaways watched as the boy did an effortless front flip over the car and landed as gracefully as a cat. He turned to Octavius and with a frustrated sigh you usually hear from a tired babysitter said

"Yo Doc! Can I ask you a question? Why do you villains always throw cars? I mean, really there's got be a better way to get attention, have you tried stand-up comedy?"

Octavius welled with anger

" Your wisecracks remind me of another annoying hero you will fall first, he too shall fall, but not before you!" with that Octavius threw yet another car head on at the boy

This time the boy held out his hands and a smooth black rope (reminiscent of Spider-man's webbing) came from his wrists and attached to the car and he spun around redirecting the car back at Octavius. This one done so fast he barely had time to bring up one of his tentacles

" Holy…" Victor whispered as he and the rest of the gang stood frozen watching this fighting spectacle.

As Doctor Octopus threw the car aside, the boy leapt up and flew straight for Octavius' stomach, fists outstretched. He was forcefully batted aside by a tentacle and formed a nice human size dent in the wall across the street. Octavius raised his arms in triumph, but they were soon lowered as he saw the boy rise up from the ground, at first he seemed to stumble, but his walk soon corrected. He grinned a feral grin and leapt at the doctor.

Octavius brought up his tentacles in defense, however the boy merely grabbed the tentacles, forced them apart and delivered a powerful kick to Dr. Octopus's chest.

The air left Octavius' lungs quickly. The boy charged at a blurring speed straight in for another strike. Doctor Octopus' arms moved too slowly and he was knocked unconscious. The boy walked up to him and shot a small black marble from his wrist, as the marble hit Octavius' chest it splattered and spread in to a tight body-cocoon.

" Damn…" the boy said smirking " you just got beat by a 17 year old."

He turned, noticing the Runaways and gave a brief nod and said " you guys can take it from here right?" They stood there blankly, still stunned by the sheer display of power they had just witnessed

"Hello?"

"Anyone there?"

"Ooookay then," he said as another black " web line" shot from his wrist " I'll just be going now…" he pulled on the line and shot into the air.

"What just happed?" Molly asked confused

" I think we just got shown up, by a random person," Gert said slowly coming back to reality.

Boom! The Leapfrog landed heavily in the streets as Chase's voice came in over the speakers in the front of the vehicle.

" Yo guys, the 'Frog says that the five-oh are on their way to this little picnic, so lets move out!"

Nico turned toward the Leapfrogs entry hatch. " You heard Chase lets move!" She paused as Victor still stood looking up at the rooftop where the random guy had taken off.

" Victor?"

" We..we should follow him Nico."

"Why?"

"We don't know he's not one of those Excelsior jokers, or a bad guy if he can I.D, us, I bet he can find us again"

Nico thought for a moment and said " Good point, Chase can the 'Frog lock on to that guys energy signature, or whatever?"

Affirmative, the Leapfrog beeped I am already tracking him

Los Angles 

La Skyline

8:15pm

Devon Cairo was leaping from rooftop to rooftop faster than humans, and a fair amount of superhuman could move, as he leapt off the next building he heard that familiar silky, dark voice creep into his head.

You should have just killed them all.

" What? No! That wouldn't' have helped" Devon said doing a quick back flip as he launched off a small water tower.

Better than just leaving and letting a bunch of wanna-be heroes see your face, if he finds them we're screwed 

_He's not going to find us, and besides I think the Scooby Squad back there will just mind there own business._ Devon thought

Oh Really? 

_Really!_

Then explain why we're being followed genius! 

"What!" Devon shouted aloud

I can sense it behind us, it's well hidden but you can still see the little air blur where it is.

Devon quickly ran to the next rooftop, but instead of jumping straight he took a sharp left and jumped onto an adjacent rooftop before taking another quick right.

They're still there 

_Well I'm open to suggestions.._

We could double back and rip out they're engine.. 

… _And let them crash?_

They wouldn't follow us anymore… 

" Hell of a night this has been" Devon muttered as he adhered a line to a satellite dish and swung around full circle….

" Holy Shit!" Chase shouted as he watched the kid they were following swing and face them, he was heading on a collision course like a bug to a windshield, at the last minute he stuck his tongue and disappeared

" Yo Frog, what happened where is he?"

Sensors indicate he is still here but I cannot pinpoint location.

" Yo, boss we're running out of fuel too!" chase yelled to Nico sitting in the back. " Think we should back to the Hostel"

" Alright, let's had back" Nico said reluctantly " I guess this is the one that got away"

_Hell of a night this has been_ she thought as the ship turned around a shot back homeward.

As the Leapfrog grew to a miniature spec in the distance the side of a building shimmered and revealed a crouching, grinning Devon Cairo adhered to it.

You NEVER let me have any fun! The voice inside his head snarled.


	3. Part 2: Seek

Part 2: Seek 

12 years ago….

A lonely boy sat on the swing set. Around him ran his classmates, happy and carefree. The boy had his eyes on the ground slowly rocking in his own little world.

Why are you all alone? A voice asked.

" Who said that?", the boy asked in a frightful voice.

I did 

"Who are you?"

It's …hard to explain 

" Why can't I see you"

I'm inside of you 

"Aaah! Inside of me? Get out! Get out!" The boy yelped and clawed at himself, dancing wildly.

No wait, I won't hurt you…I think… I'm just here with you

The boy stopped squirming and said thoughtfully " like a imaginary friend?"

More like a brother… so why are you alone? 

" The other kids won't play with me, they think I'm weird because I don't know my real mommy or daddy."

Don't listen to them, I don't remember mine either

" Really!"

Yes

" Neat!"

The teacher came out and called all the kids in. The boy looked up at the sky and sighed.

"I gotta go will you be here tomorrow?"

Where ever you go I'll be with you.

For the first time in a long time, the boy smiled and rushed to catch up with the other kids.

Los Angeles

Downtown

Present day

7:50pm

The Phoenix Theater was once a cutting edge masterpiece in times past. It was herald to many great concert players, highly trained actors, and films of the highest quality. However, times changed and as the neighborhood degenerated so did the theater. Now sandwiched between a gun shop and a liquor store, people paid no attention to the boarded up theater. Which is why no one saw a kid swing in from above carrying an In-N-Out bag.

Devon swung in to a small hole located at the back of the theater, he landed in one of the balcony seats, gripped the railing and somersaulted several feet in the air and landed gracefully on the stage.

That never gets old 

Devon had to allow himself a wry smile, his "brother" was right. He sat down on the stage and opened the bag. Laying out one Double Double, a large bag of Fries, and a Large Coke, Devon then grabbed the Double Double burger and engulfed half of it in one large bite.

Mmmm so goood! 

Devon finished off the burger, and moved on to the fries devouring them at warp speed. As he ate he surveyed the place that now was his home.

Since he had moved in to this space a month ago he had slowly made a home out of furniture he had "liberated" form various warehouses and junkyards. The orchestra pit had been cleared and was now piled with a large mattress, complete with worn pillows and sheets ( courtesy of the Salvation Army Thrift Store). The first row of seats had been ripped out entirely and thrown to the side, in its place were two large beaten leather couches he had procured on one of his nightly rounds.

Yep, it was pretty good for a his temporary home

It doesn't have to be, the dark voice said silkily 

_No. _

What? Seeing as you didn't kill them, we might as well use them 

_It's not their fight._

_It wouldn't be ours, if you just let me…_

"NO!"

Devon erupted and spoke aloud in the resonating theater.

"The last time, I let you have a fraction more control than you should have, I…we…" , Devon shut his eyes painfully

Now is not the time to dwell on the past, we have a future to worry about, if you won't…allow me to handle this, then they have the numbers we need to end this.

Devon thought for a minute.

" We're going to need more information"

3 years ago….

All Devon could feel was pain.

_Please God, make it stop_, he silently pleaded

They had cornered him behind the gym, their uniform blazers shucked off to the side in so that blood wouldn't get on them. There were six of them, their leader Todd Sanderson, the varsity quarterback watched as his minions, all equally blonde, preppy and cruel wailed on Devon with brutal efficiency.

Why are they hitting you?

_Take your pick, maybe it's because I'm here on scholarship, maybe it's because I've been bounced around from foster home to foster home, maybe it's because I'm black…_, an uppercut made Devon's head snap upward, _…or maybe it's because I ratted them out and told the principal about the steroids our "star athletes" are on._

We are going to die if they keep hiting you like that

_Die?_

Ye_s_

_Damn, can't think so much pain, I don't want to die……_

Let me help

_What?_

Let go give me control, and I will make the pain stop

_Fine_

Devon caved in, every mental block; every ounce of control left him as he felt a warm darkness spread throughout him. His vision sharpened and he felt a maniac glee spread throughout him. His tormentors stopped

" What's wrong with his eyes?"

" Why is he smiling?"

Devon felt the pain evaporate, as he smiled and spoke in a deep voice not his own, "My turn."

The ones that ran were lucky, they just had broken bones , that healed in a few weeks. The Unlucky ones had severe injuries that took years of physical therapy to repair. Todd Sanderson, however, would never walk again, his leg bones had been shattered into fragments.

Los Angeles

Downtown

Present day

8:30

It had taken a week for Devon to locate the group. He finally found them, by following the alarms that he picked up with his sensitive hearing. He dashed from roof to roof, finally he stopped as he watched a man in a green bird suit being chased by a raptor with wings.

He smirked "ooookay, lets see here, Asian chick with magic stick?"

Check

" Human bug zapper?"

Check

" We also, got the dino, the purple haired girl, and the littlest mutant."

Let's just do this already

_Fine_, He thought and leapt off the roof on to the Leapfrog, there he attached himself to the leg and shimmered away into nothingness

"Alright, let's get going, before he wakes up." Nico said motioning to the Leapfrog.

"Uh…Nico?" Gertrude said " How long is Old Lace going, to be the Birdasaur of Alcatraz?"

"Oh that should wear off soon…I think"

As they all headed into the Leapfrog, Old Lace paused and sniffed the air around her, she growled slightly, and would have investigated further except she was herded in By Gertrude. If Old Lace had only investigated further, she would have come across Devon, crouched on top of the Leapfrog.


	4. Part 3: Guess who?

Part 3: Guess Who? 

Los Angeles

LAX Airport

9:00pm

_I do not get paid enough for this_, Mike grumbled in his head as he steered his baggage cart to the newly arrived flight from New York. He lazily walked to the cargo hold and popped it open.

He did not expect the dead body to pop out. He screamed as a corpse with an O'Hare Airport uniform rolled out of the cargo hold, it's mouth twisted in terror.

"Hehehe ooops! Sorry some people may have shifted during flight." voice said from deep within the cargo hold.

All Mike saw was a flash of teeth, before everything went black.

La Brea Tar Pits

9:05pm

" This is your captain speaking," Chase said pretending to hold an imaginary microphone "we are now coming for a landing, Thank you for flying Air Frog."

" Honey, do you have to that every time we land?" Gertrude asked rolling her eyes

Chase grinned "What? It's funny, right Frog?"

"I agree with Miss Yorkes." The Leapfrog beeped "I am not a 747."

" Weak dude…" Chase said as he lowered the cloaked vehicle into the tar pits.

The Leapfrog slowed down as the tar encased the ship. In a moment though the secondary engines picked up and shot them through the tar and into The Hostel below.

The hatch to the Leapfrog opened and The Runaways got out. Gertrude and Chase arm and arm, Molly piggybacking on Victor's back, Nico and Old Lace bringing up the rear. As they left the ship Old Lace's wings poofed away in smoke.

" Finally, I thought I was going to have to pluck them out like a chicken…no offense girl." Gertrude said looking back seeing Old Lace's frightful eyes at the thought.

" Who knows? Some deep fried raptor wings maybe better than the usual pickled junk, that we have around here." Chase said rubbing his tummy.

" Well we would have still had some Chocolate Frosted Sugar Bombs…if that big greenish alien dude hadn't crushed them…when _someone_ tried to play hero." Molly said sleepily shooting a scathing look at Victor.

"_Ahem"_

The simple cough broke the dialogue as they saw a dark skinned guy in a black leather jacket shaking off the tar from his sneakers. They all turned and stared in confusion as he shook more loose from his pants.

" Oookay, prize goes to whoever can remember who this guy is, …" Nico said tentatively.

Victor squinted, then his eyes widened in comprehension " Hey, it's that guy that showed up, when Doctor Octopus was crashing through town." Victor then turned and threw a his arms out in frustration " I _said_ that if we didn't find him he could find us, _pero_ no …"

Chase whacked his head with his hand " Dude…not the time…"

Nico gripped her staff and said, " Fine Vic, you were right, but we have a houseguest."

Gertrude stroked Old Lace's head and said " Girl, roll out the welcome wagon."

Old Lace bared her teeth and charged.

Well, this is going great! The voice said as Devon vaulted over the prehistoric eating machine.

_Shut up,_ he thought _we probably should have expected this._

But, you didn't…. lightning bolt…

Devon somersaulted out of the way of a blast of electricity that was striking the spot where he would have landed. He glanced back, to see the Mexican guy, aiming at him, his arms glowing blue. He then ducked, again to avoid a bite from the giant raptor rearing behind him. He was fast, but he couldn't keep dodging both forever, especially not if the more of their group joined the fight.

He as he once again flung himself through the air to avoid another blast of energy. He saw the Asian girl, who appeared to be their leader, clutching her staff. What was her name?

Nico, now get the staff we could use that….

" For once we agree," he muttered as he crouched low, waiting on the charging dinosaur. As Old Lace, charged again, he rolled to her underbelly and lifted her up, throwing her down to the ground, just in time for the next bolt of energy to strike the dino right on the noggin.

The dinosaur slumped, stunned, as the purple haired girl proceeded to drop to the ground. He was a little surprised, to see that she apparently also felt what ever her pet felt, a piece he had not uncovered in his original information search. However, now was not the time for surprises.

While others were momentarily stunned at the sudden movement, he leapt at Nico, and grabbed her staff. He held out his hands in a calming gesture and said, " Okay every body let's just slow this crazy train down." Then, to his surprise the staff glowed and then erupted in a flash of light.

Los Angeles

Downtown

9:55pm

The cab driver turned his business light off. He cruised down the street until a red haired wiry man, with wild eyes and a blue shirt, stepped in front of the cab, making the driver slam on his breaks.

" Hey what are you crazy!" the driver yelled.

" I need to go to La Brea Tar Pits," the man said in an odd high voice.

" Hey I'm off duty pal, besides I don't drive psychos"

At that the man smiled and said " I'll think you'll make an exception in my case."

The cab driver didn't even have time to scream.

La Brea Tar Pits

10:55pm

The voice in his head groaned God Damnit; this is boring…how much longer does this last?

Devon watched as the group in front of him was stuck in slow motion. They had been going through the same motion for almost an hour. He sighed "Hopefully soon this will end." He tapped his fingers on the ground as he continued to wait.

POP!

"…ot my the staff!"

"…ert you okay."

They suddenly came back to regular movement. He stood up and addressed the group " I don't know about you, but I don't want to go through another hour of this so…can we talk?

He gathered them all in a circle. He then pulled a file folder out of his jacket, as he went around he tossed small sheets of paper at each person.

"Okay let's see Top of Form

" Nico Minoru, daughter of Dark Wizards."

" Chase Stein, Son of Mad Scientists."

" Gertrude Yorkes, daughter of time traveling despots…. what the hell's a despot…eh matter."

" Molly Hayes, daughter of evil mutants."

"Last of course, Victor Mancha, son of Ultron…well that's a twist."

Gertrude, still nursing a stinging in her head, said accusingly " Have you been spying on us."

Devon smirked " Hardly, it's called a computer…remember those? Turns out you guys have fan sites all over the place." He paused before smirking " My favorite This caused Nico to start, before he raised a hand and began, " So, I know you, now it's time for you to know me."

He stood in front of the circle " Hi, I'm Devon…Devon Cairo. I'm going to put it out there. You guys seem to be interested in protecting this little city of yours, and what's coming after me, will not only destroy your city, but also most of your state as well. So I need your help. What do you say?"

The cab pulled in front of the Tar Pits and the red-haired man got out, his shirt covered in blood. He walked to the tar, and dove in.

" No way man, what do we look like a charity drive?" Chase said vehemently

" Besides, you came in and barged in on us, no warning nothing." Gertrude added.

Amid the voices of protest the voice spoke loudly interrupted Devon's thoughts.

He's here.

_Shit._

Devon waved his hands in the air and spoke loudly " You guys may want to take this discussion on the road, because we need to get out of here."

They all stopped and stared, the same defiant attitude on all of their faces; they spoke as one and asked " Why?"

Through the tar above, a figure bulleted out unto the floor of the Hostel. It rose up, at first it looked as if the figure had a blood red body suit on, but it was pulsating each fiber alive. The face grew huge slanted eyes, and a slit at the mouth emerged to form rows of teeth.

It grinned maniacally and said "Hey junior! Long time no see! Aren't you going to introduce me to your friends?"


	5. Part 4: Run!

Part 4:Run!

" Is that…" Victor questioned

"Yep" Devon replied

"And he's here for…"

"Yeah."

" What do we do?" Nico asked as she gripped her staff tighter

" I would suggest running…" Devon said slowly backing up

" What! We can take this clown!" Chase said with a cocky grin " Who is this clown…"

" You're the dumbest white boy on the planet aren't you?" Devon said shooting him a hateful glare.

It was then that the insane creature named Carnage decided to cut the dialogue and just start the killing. He leapt at Devon his fanged mouth grinning. Devon held out his hands and shot out a criss-crossing pattern of symbiotic webbing. It formed a net as Carnage became wrapped up in it.

"We…won?" Molly said still rousing her self from her recharging sleep

"Kid…if it were that easy…I wouldn't be here.' Devon said grimly.

As he spoke those words, carnage formed his clawed hand into a machete and started cutting through the mass of webbing.

" Seriously…running no longer a suggestion..' Devon said to the stunned group.

They finally took the hint and made a beeline for the Leapfrog.

" Chase get us out of here!" Nico shouted as the doors closed.

" On it!" Chase said as he began starting up the Leapfrog. As the engines began to rev up, they heard a horrible screech as Carnage, began to tear at the closed door, trying to pry it open.

" To slow…." Devon said impatiently as he put his hand on the control panel and tendrils of black shot across the control panel. Devon looked up, his iris almost pure black as he said "Hold on to your hats folks…"

The leapfrog then took off, moving faster than usual… It broke through the tar in a matter of seconds. With Devon now in control, he did a few zigzags, to ensure, Carnage was not attached to the leapfrog.

" You have some major explaining to do…' Nico said crossly as she peeled herself off the back of the 'Frog and came to the front were Devon still was.

" Driving…" he said like an annoyed father at the wheel of a minivan

" We just got chased out of our home, by a crazed alien creature, that called you Junior. Now put your hands off the controls Chase. Can. Handle. It." The last few words spoken were like drops of ice.

" Fine…" he said relinquishing his hold on the control panel. The Leapfrog suddenly stopped moving. There was a pause and it began to plummet out of the sky. Chase hurriedly took back the controls

" Hey you alright there 'Frog?" Chase said, righting the descent and turning on the cloak

Master Stein, the 'Frog said, I believe the correct response is I never want to do that again…. Devon now stood on the center of the group, everyone circled around him waiting for answers.

_3 years ago…._

Devon ran into his house, and quickly shut the door. He kept checking the windows making sure no one had followed him home. Once he was sure he whispered harshly

" What the hell was that!"

**I don't see what your all worked up about…we taught those kids a lesson.** The voice in his head said

" We nearly killed them…"

**Yeah, but they in turn were going to kill you, so…**

" I don't know it just seems…. wait do you feel that"

**Like a giant spider is on our neck..**

" Thanks for that visual image but yeah…wait…

**Where are your parents?**

Devon bolted upstairs following the strange sensation that was at the base of his neck, finally he turned into his own room, and saw Carnage, lying at the foot of his bed.

" Hey there kid…long times no see."

" Wh-what are you doing here?"

" Why.. I'm your dad kid…"

" No way, no way! It can't be, I've seen you on the news, your a killer, you can't be my father!"

Carnage got from the bed and said " Well, it's true…you I'm sure take mostly after your mother, but your bother inside there…" he pointed at Devon's chest "That's definitely daddy's boy…. I sensed it as soon as you walked in."

That's when Carnage explained it, the whole thing, his mother, and the experiment, even how about the last remaining scientist that carnage had tortured to get that information. As this tale unfolded, Devon remained speechless and silent, like statue

Once he had finished his tale Carnage continued, "…Now, I don't like kids, never have. So I'm going to do the responsible thing and kill you…but I'm not with out kindness, I'll even give you a fifty second head start, but be assured, I'll find you…and I'll choke the life out of you."

Run.

Devon moved faster than he ever had before, he didn't even know what he was doing as he held up his hands and black web like material flew out of his hands, entrapping Carnage inside.

He flew out of his own house as he heard the voice behind him

" You can't hide from me forever kid!"

**He's right you know…** the voice said somberly

Devon looked at his hands, and said to himself " Then I guess were going to have to find out what I really can do…"

_Authors Note: Thanks to the various readers that actually like this story, I assure you that more chapters are on the way, and fun stuff up ahead, so bear with me…and enjoy the ride._


	6. Part 5: Not A Breakfast Club Moment

Part 5: Not a Breakfast Club Moment

"I've been on the run ever since.." Devon said concluding his story.

"Wow that sucks…" Molly chimed in

"Molly!" Victor hushed her

"It does." she muttered

Nico then spoke and said "From what we've seen you have lot's of power…so why haven't you just went at Carnage full blast?"

**Go ahead tell her why….** The voice chuckled.

_No_

**Tell her what happens when you unshackle our power from your insipid restrictions**

"It…it's complicated…I mean the guy was a serial killer before he got the symbiote…so maybe a reckless charge may not be the best idea…" Devon lied

Nico looked at him for a minute and then shrugged, accepting the answer

"So where do we go now?" Gert said as she shifted giving Devon a very strange look out of the corner of her eyes, as Old Lace softly growled.

She knows…

No she couldn't…

"Safest place I know of right now.." Devon said with a faint grin

--------------

11:30

Downtown LA

From an outsider's view it would appear as though the roof of the Phoenix Theatre had imploded upon it self.

"Hmm bruff mm rfff!" Devon yelled muffled as he was pressed forcefully against the windshield of The Leapfrog.

"What?" Chase said as he disengaged the thrusters and opened the hatchway doors.

"You broke my roof!" he said as he pushed himself up from his position

"Well if you had fastened your seat belt like I told you to.."

"Boys…Nico said sharply "let's just de-board this frog."

The group and Devon shuffled out of the Leapfrog. They had landed in about the upper middle section of the theatre. Seats had been thrust from their positions by the force of the vehicles landing.

"Well it's not much, but it's home.." Devon said gesturing about the theatre.

"Cool! Just like the Phantom of the Opera!" Molly said roaming the chairs

"Never have I missed The Hostel so much.." Chase muttered

"Hey genius….enhanced hearing…and fine next time you can sit tight in your haunt with the psychotic symbiotic killer!" Devon said sharply

"It would have been fine had Carnage Junior not lead him to our doorstep!"

They were interrupted from their sniping by a loud grumbling that emitted from Molly's stomach.

"My stomach's all growly…do you have any food?"

Devon rolled his eyes and said "This is why I don't get houseguests.."

-------------------------------

Several minutes later Devon found himself walking down the street with Gertrude, heading towards a Circle A. They rounded the back door of the convenience store. Devon looked to make sure the coast was clear, then his shirt began to shift until it looked exactly like a clerks uniform shirt.

He then aimed his hand at Gertrude. She tensed for a minute, and then straightened. A symbiotic orb shot out and began to crawl over Gertrude's shirt. It rippled as it formed over the shirt and shifted into the uniform shirt.

Devon blew on his fingers like a smoking gun "Clothes in a can…"

Gert rolled her eyes, and she pushed open the backdoor. They went in and grabbed a few boxes of food. They emerged some time later.

"Doritos, Coke, and Top Ramen…food of champions. Get this stuff of me." She said rolling her eyes

Devon extended his hand again as the symbiote leapt from her to him. They continued walking. Not talking at all as they headed back to the theater

**She's going to say it**

_No…_

**Yes, you can here her heart beat quicken…**

"Have you heard of Dr. Curt Connors?" Gertrude said

"Nope." Devon responded

"He used to be some kind of villain named the Lizard. Aside from that he also got to examine the symbiote from Venom. He wrote about in a issue Scientific American"

"You got a point?"

"Yeah, he wrote that the symbiote is a living organism, that frequently increases aggression, also creates a vicious alternate personality."

**Sniffed out by a bookworm….and I'm not that vicious! **

"So my point," she said " is why should we trust you…or anything you say?"

"You don't trust me…I guess you wouldn't ever since your parents lied to you about your pot bellied pig, Orville."

Gertrude looked shocked for a minute as she stuttered " H-how do you know.."

Devon held up his hand and said " If my symbiote attaches to a living thing for longer than a few minutes, when I get it back, it gives me some flashes of their memories. Nothing life altering…just a couple small details. To answer your question, you can trust me because I've seen what unhinged I can do…and it scares the crap out of me." He then grew silent.

Gert looked at him and said "What?"

His eyes turned cold, as he shut down " Hey this isn't a Breakfast Club moment Molly Ringwald…just because you've heard my story and I know the pig… thing, doesn't make us friends…a guys got to have some secrets."

They arrived back at the theater, eliminating any further conversation.

---------------------------------

Devon sat in the dark and sipped a Sprite. The group had gone to sleep. He watched as they slept peacefully.

**They shouldn't be involved….**

"No they shouldn't be, but too late." He said speaking to hi "other" out loud now that everyone was asleep

**It's not too late…we can still handle this on our own….**

"No…I'm not going that route…" He paused and looked over the sleeping faces "though I can't just let them suffer my mistakes."

**So what's it going to be?**

**-----------------**

Nico opened her eyes, she thought she heard a noise….she blinked and saw nothing but blackness. She attempted to get up, but found she was stuck. She wiggled, but couldn't arise

"Everyone wake up!" Nico shouted

As the group began to arise and their eyes adjusted. They saw that they were bound with symbiotic webbing. Even Old Lace was bound and gagged. Across the former ceiling was a symbiotic web, which spelled out: **SORRY.**

**----------------------------------**

**Reach out, feel that tingling**

_Faster., Faster_

**Search, seek we will find him…We know where he is.**

Devon was leaping from building to building, at incredible speeds. He veered as his strange tingling led him in a new direction. Soon he was at the docks. He dropped in to a warehouse that his sense was directing him to. He looked around; there were old assembly lines, and boxes everywhere

_Are you sure this the place?_

**Yes.**

"Haahahahaha" a maniacal laughter rang through the warehouse, as the blood red visage of Carnage appeared from the dark. His mouth was grinning wide as he said

"Hello Junior, so nice of you to drop by."

"Well, I was in the neighborhood so…" Devon said as he assumed a fighting stance "Let's finish this."


	7. Part 6: Showdown

Part 6: Showdown

Devon flew back into a steel beam.

_We're in trouble…_

**No talking, still fighting …move**

Devon back flipped and pushed off the steel beam, dodging the hail of symbiotic needles. He fired a volley back as he landed a few meters away.

"This is just sad kid…" a voice came from the shadows. " I thought you had actually came to play, but here we are once again…your defense keeps you from attacking..."

Carnage leapt from the shadows, pinning Devon down to the ground. His claws extended, puncturing into Devon's shoulder. Devon roared in pain as Carnage's shark toothed grin widened

"You are half of what you could be kid…you are weak…"

**He's right you know**

"Shut up!" Devon yelled as his fist grew black symbiotic spikes. He pulled his fist back and slammed into Carnages gaping mouth.

The Leapfrog zoomed through the air

"…going to kill him for this." Nico said vehemently "going to find him then kill him…"

"Maybe he had a good reason." Gert muttered

"Like what? Aside from being a jackass…I mean look what he did to the 'Frog", Chase said pointing to some of the black symbiotic webbing that still attached to the outer hull "If The Human Battery hadn't jump started it, we wouldn't be flying now." He said angling his thumb toward Victor

"Great I'm a tool now…oh well, better than the evil robot jokes." Victor muttered

Molly merely sat curled in one for the seats, she had been awake long enough to help rip off the webbing from the group, but was now back in dreamland.

**Master Stein….** the Leapfrog beeped **I have detected a large disturbance in the warehouse district we are approaching**

"A what kind of disturbance?"

**A large disturbance. Scanners show similar energy signature from earlier target and last known antagonist**

"English 'Frog….English." Chase said with a confused look

"Devon and Carnage.." Gert said as Old Lace gave a low growl. The group turned to Nico, unsure what to do next.

Nico sighed as she gripped her staff " Fine, we'll save him, then kill him."

Chase angled the steering wheel and they headed for the warehouse.

Carnage held Devon in his grasp. The kid was bloody, and scratched up. He was breathing heavily.

"Well, kid I'll give you this, you've grown a pair since we last met…but your still going to lose…because I fight dirty."

Carnage tossed Devon like a rag doll into a some old equipment as it toppled along with some boxes, burying him beneath.

Carnage began his approach, his claws dancing with anticipation. Suddenly he heard someone call out

"Hey Big Red!"

Carnage turned to see Nico, Victor, and Gert and Old Lace in the front door in the warehouse.

More kids, this was really beginning to piss him off. He cracked his neck. Fine, he could do an appetizer before the main course.

He began to approach the Runaways

"I got a bad feeling about this…" Victor said apprehensively as Carnage leaped into a fresh battle.

**They're out there you know, we can hear them**

Devon stirred from the pile of junk he was buried under. He opened his eyes and saw that his leg was pined under a piece of equipment. He stirred and felt his ribs give a stab of pain.

**They will not succeed against Carnage…**

_I know…_ Devon thought

**So,what you going to do about it…**

_I'll get out…_

**You? No way, your in too much pain… remember?**

Devon tried to move, but was again weakened by the pain. Anger began to rise up in him. He was powerless; he could only just lie there, until Carnage came to rend the symbiote from his carcass.

**Anger, that's good, Rage…that's good to. Let me help channel it**

"No…" Devon said weakly

The dark voice in his head turned darker, more forceful as it merely said: **You don't have much choice.**

"Ugh…" Gert said as she lay on the ground in pain fading in and out of consciousness, Old Lace beside her. Victor lay out cold, a cut across his forehead still bleeding. Nico still was barely left standing as the Staff of One was sucked back in her, it's energy used up. She stood alone against Carnage. She was screwed.

"Poor little girl all alone now so..."

Carnage never got to finish his sentence; however he was interrupted by a loud sound. He turned to the pile of equipment, now looking like it had imploded.

"H_**ahahahaha…**_" laughter echoed in the shadows. " _**So you fight dirty do you…well I guess I can relate…after all its sooo much easier.**_" There were sounds of swift movement as the voice once again rang out

"_**However, dirty fighting doesn't give you the rush that pure old fashion butt-kicking does.**_"

A figure became visible in the rafters; it stood looking down at Nico and Carnage.

"Junior?" Carnage asked tentatively

The figure dropped down to the ground. It was Devon, but he was different. His eyes were pitch black, his canine teeth were sharper, and his voice more wicked. He chuckled and said with a wicked grin.

**"_Oh I'm sorry. He's not here right now…can I take a message?_"**

**Authors Note: Yep,that's right...it's the symbiotes turn in the drivers seat...who will win now, and more importantly is Nico safe from the symbiote or will she just be another victim? Stay tuned...for Part 7: Like Father,Like Son!**


	8. Part 7: Like Father,Like Son

Part 7: Like Father, Like Son

Gert faded back into consciousness. She saw Devon standing there; he looked different, more confident. Deadly. She slowly remembered their conversation on the way back from the mini-mart

I've seen what unhinged I can do…and it scares the crap out of me.".

She remembered Devon saying that. She looked at the new Devon and mouthed the words 'Oh Crap..." Then she faded back into blackness

--

"_**You see I think it all has to do with evolution…"**_ the symbiote in Devon's clothing said "_**With each new generation the species gets stronger…"**_

Carnage leapt at Devon claws out stretched, he made it to about halfway to his goal before the symbiote extended his arm and symbiotic tendrils wrapped them selves around Carnage. He dropped out of the air like a stone.

"_**Hello…talking here!"**_ he yelled at the lump that was Carnage _**" So rude. Anyways like I was saying… I, like my human 'brother' used to be deathly afraid of you. I feared that I could never beat you, that you were indeed stronger than me…"**_

Carnage ripped his way out the mass of the symbiotic tendrils to come face to face with the symbiote's fist. It connected and sent him reeling into the dark factory.

"_**Oh…and heeee's out of here!"**_ the symbiote cheered like a sportscaster. He then turned to Nico, his pitch black running over her as he gave a wicked smile. Before she could blink he was right beside her. He stretched his arm around her and pulled her closer

"_**Don't worry beautiful. I'm not going to kill you. You still may have use for me,'**_ He leered and an elongated tongue flicked out at her as he said _**"in so many ways."**_

Before Nico could respond, Carnage came barreling out from the dark. It's teeth gnashing as it came back enraged

"_**Hey dad…kind of talking to a chick here." **_The symbiote said tilting his head slightly to Nico. He sighed _**"Man parents just don't understand. Be back later cutey."**_

He moved back to Carnage and they continued their struggle. They moved so fast the human eye could only catch glimpses of it. Their battle soon took to the darkened part of the factory. From there it was anyone's guess to who was coming out ahead. Finally there was a loud crack and the symbiote emerged from the shadows, Carnages slumped body in tow.

--

The symbiote lifted Carnage up onto a wall. He then shot out four symbiotic spikes as they stuck into Carnage's flesh making him stick to the wall like a macabre piece of art.

"_**In the end, Dad of mine I realized that our need to be afraid of you was pointless. A child should not fear his parent."**_

The symbiote's hands stretched and sharpened into razor sharp claws as he smiled and reached at the top of Carnage's head. He then peeled of Carnage's face…revealing the human host within.

"_**Parents should fear their children."**_

With that the symbiote slammed its palm back into Carnage's face causing it too let out a scream in pain and hurt. The symbiote then stepped back and looked at his work; he tapped his chin thoughtfully as if critiquing his own work.

"_**Somehow this doesn't seem like quite enough. Something's missing…hmmm what to do what to do." **_

His expression then lit up as he snapped his fingers and said _**"I know!".**_ He turned around and in a flash was in front of Nico.

"_**Hey there Black Magic Woman…I'm going need a favor. I kind of need your Staff thing for a minute, to put a little voodoo on the ol'man over there."**_

Nico almost in disbelief at the rapid exchange could only manage to stutter out "Cant. It only comes out when I bleed…"

A chill ran down her spine as the symbiote smiled again and said _**" I can fix that."**_


	9. Part 8: The Talk

Part 8: The Talk

She didn't even feel it. One moment he was just standing there with that smile on his face. The next moment she felt a cold chill run down her spine. It took her a moment as she looked down and saw the symbiote's organic blade sticking out of her stomach. Blood began to pour out of the wound as the symbiote wearing Devon's skin leaned down and whispered in her ear.

_**Say the words, beautiful**_

"Wha…" Nico could only mutter out

_**I need you…to say the words.**_ It said again.

Nico suddenly knew what he was saying as she said " When blood is shed…let…the Staff of…One…emerge."

The staff slid out of her as blackness flooded her vision.

The symbiote looked down and picked up the staff as he shot a small black marble worth of symbiote out, as it formed a patch around the wound his blade had made as he turned back around the pinned Carnage

_** I gotta admit pop, I kinda like that girl.**_ The symbiote said _** We both do actually, even though my brother wouldn't do a thing about it,**_ It teased _**I don't know why, maybe becuase she's got a bit of darkness in her. and that really gets the butterflies in the stomach a-fluttering.**_

He got closer to Carnage as he continued _**I mean she's got to bleed, to get her magic mojo working, a girl like that's got to be a little freaky right?**_ He then clenched his free hand and the spikes that held Carnage against the wall popped out one by one causing the villain to drop. He was still weak though and could barely lift his head.

The symbiote opened his hands as the spike returned and shifted on his hand until they formed into claws. He then jabbed the claws into Carnages head and slowly he began peeling back the layers of carnage symbiote like an orange, until the fragile human head was bare.

_**But I'm really afraid that me stabbing her, might dampen the whole relationship before it could ever gets off the ground. But I suppose I'm just rambling because isn't this what fathers and son's are supposed to talk about? **_he questioned as he then rammed the mans head into the concrete. You could here the impact, the bones crunching, the skin tearing..

_**Isn't it?**_ the symbiote questioned as the man groaned and the red smybiote began to crawl back over to form the mask of Carnage, before it could fully reform, he was slammed back into the wall

_**ISN'T IT?! **_the symbiote yelled as he grabbed on to carnage and propped him up as he continued _** Me and my brother wouldn't know…after all we really didn't have the "talk" with our last adopted dad what with,**_ he paused before swinging the Staff of one like a baseball bat knocking Carnage back down to his knees _** you killing him and all.**_

The symbiote lifted the staff again and brought it down on Carnage's spine.

One,

Two,

Three.

A series of rapid strikes, as he continued to rage.

_**But maybe, just maybe if I just keep pummeling you, I'll rattle your brain hard enough that some part of your psychotic little being will actually come up with anything fatherly!**_

The symbiote kneeled down and tilted an ear as he said quietly _**So how about dad you got anything? Anything at all?**_

All Carnage could do was let out a weak roar, as the symbiote lashed out with Devon's foot and knocked it back.

_**Yeah that's what I thought.** _The symbiote said leveling the staff at Carnage _**but don't worry dad, your not going to be around much longer either.**_

Then Carnage began to scream.

Gertrude woke up with a start. She sat up. They were outside now, the warehouse that they once were in was now ablaze. She slowly got up as she slowly remembered the battle, the last thing she remembered was Carnage, Devon, and…

"Nico!" she cried out her head whirling around trying to see their fearless leader passed out in a heap, facing away from her looking at the blaze was the figure of Devon. She approached him tentatively as he hard her and turned, she recoiled, until she saw the whites of his eyes and he held up his hands in a peaceful gesture

" It's ..me." he said

"Is she…" Gertrude hesitated to asked

" She's alive, fine actually, just very tired I imagine." Devon said

"What happened?" Gertrude asked

He didn't respond, merely looked up and said "The fire's making a lot of smoke. We should rouse the others and go before the some calls 911."

He moved towards the rest before Gertrude had a chance to ask any further questions

One by one, they roused the others, even Nico got up blearily, and they all piled into the Frog. They were silent the entire ride, Devon could feel the concealed glances as they each snuck looks back at him. All wanting to ask the questions that burned in their minds, but they all were too tired, too polite, or too scared to ask.

They landed back at the Hostel and disembarked as the Runaways all wordlessly drifted off to their beds, leaving Devon there… alone.

* * *

**Authors Note:** _**Just when you thought it was safe my muse for this comes back, fast and furious! So what did just happen at the end with the symbiote and Carnage? Well we'll save the answer and those final juicy tidbits for the upcoming and final chapter of this tale! Stay tuned…**_


End file.
